Solicitors retained to prepare a loan agreement and charge on shares as
security, were negligent in failing to obtain the share certificate and to
ensure the shares were registered to the charger. A legal charge on
shares is incomplete until the shares are registered in the chargor’s name. In
the absence of evidence that the chargor had given value for the shares, it
could not be said that the chargor had an equitable interest because equity
will not aid a volunteer. It was doubtful that the existence of a
transfer signed by the chargor was sufficient to evidence the security, but in
any event the company could not lawfully gift shares to a volunteer.